electronic transmission disclaimer strictly not to be forwarded to any other persons

188 Pages·2015·0.54 MB·English

by  Merrill Corporation

ELECTRONIC TRANSMISSION DISCLAIMER
STRICTLY NOT TO BE FORWARDED TO ANY OTHER PERSONS
IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission applies to the
attached document and you are therefore advised to read this disclaimer carefully before reading, accessing or making
any other use of the attached document relating to Riverstone Energy Limited (the ‘‘Company’’) accessed from this
page or otherwise received as a result of such access and you are therefore advised to read this disclaimer carefully
before reading, accessing or making any other use of the attached document. In accessing the attached document, you
agree to be bound by the following terms and conditions, including any modifications to them from time to time, each
time you receive any information from us as a result of such access. You acknowledge that this electronic transmission
and the delivery of the attached document is confidential and intended for you only and you agree you will not
forward, reproduce or publish this electronic transmission or the attached document to any other person. The attached
document has been prepared solely in connection with the placing and open offer (the ‘‘Placing and Open Offer’’) of
new ordinary shares (the ‘‘New Ordinary Shares’’) of the Company.
THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT MAY BE DISTRIBUTED ONLY
OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT US PERSONS AS SUCH TERMS ARE
DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
‘‘SECURITIES ACT’’). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED
DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE
MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT
CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO.
This electronic transmission and the attached document and the Placing and Open Offer are only addressed to, and
directed at, persons in member states of the European Economic Area who are ‘‘qualified investors’’ within the
meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (‘‘Qualified Investors’’) and persons in
other jurisdictions to whom it can lawfully be communicated and who may lawfully engage in such investment activity.
In addition, marketing for the purposes of the Directive 2011/61/EU (the ‘‘AIFMD’’) by the Company and/or a third
party on its behalf of the New Ordinary Shares in relation to the Placing and Open Offer will only take place in an
EEA Member State if the Company is appropriately registered or has otherwise complied with the requirements under
AIFMD (as implemented in the relevant EEA Member State) necessary for such marketing to take place.
Any investment or investment activity to which this electronic transmission and the attached document relates is
therefore only available to and will only be engaged in with: (i) in any member state of the European Economic Area
other than the United Kingdom, Qualified Investors in compliance with the AIFMD; and (ii) in any other jurisdiction,
to persons to whom it can lawfully be communicated and who may lawfully engage in such investment activity.
Confirmation of Your Representation: This electronic transmission and the attached document is delivered to you
on the basis that you are deemed to have represented to the Company and J.P. Morgan Securities plc and Goldman
Sachs International (collectively, the ‘‘Banks’’) that: (a) you are outside the United States and are not a US Person;
(b) if you are in any member state of the European Economic Area other than the UK, you are a Qualified Investor
and/or a Qualified Investor acting on behalf of, Qualified Investors, to the extent you are acting on behalf of persons or
entities in the EEA; and (c) you consent to delivery by electronic transmission.
You are reminded that you have received this electronic transmission and the attached document on the basis that you
are a person into whose possession this document may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or
otherwise, to any other person. The attached document has been made available to you in an electronic form. You are
reminded that documents transmitted via this medium may be altered or changed during the process of electronic
transmission and consequently neither the Company, the Banks nor any of their respective affiliates accepts any
liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic
format and the hard copy version. By accessing the attached document, you consent to receiving it in electronic form.
None of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the
attached document or for any statement made or purported to be made by it, or on its behalf, in connection with the
Company or the New Ordinary Shares. The Banks and each of their respective affiliates, each accordingly disclaims all
and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of such
document or any such statement. No representation or warranty express or implied, is made by any of the Banks or any
of their respective affiliates as to the accuracy, completeness or sufficiency of the information set out in the attached
document.
The Banks are acting exclusively for the Company and no one else in connection with the Placing and Open Offer.
They will not regard any other person (whether or not a recipient of this document) as their client in relation to the
Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections
afforded to their respective clients nor for giving advice in relation to the Placing and Open Offer or any transaction or
arrangement referred to in the attached document. The Banks are not advising the Company or any other person on
the Tender Offer (as defined herein).
THIS DOCUMENT is a prospectus (this ‘‘Prospectus’’) relating to Riverstone Energy Limited (the ‘‘Company’’)
prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the ‘‘FCA’’) made under
section 73A of the Financial Services and Markets Act 2000 (‘‘FSMA’’) and approved by the FCA under section 87A of
FSMA. The Prospectus has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the
Prospectus Rules. If you are in any doubt about the contents of this Prospectus you should consult your accountant,
legal or professional adviser, financial adviser or a person authorised for the purposes of FSMA who specialises in
advising on the acquisition of shares and other securities if you are in the United Kingdom, or from another
appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.
The New Ordinary Shares are only suitable for investors (i) who understand the potential risk of capital loss and that
there may be limited liquidity in the underlying investments of the Company, (ii) for whom an investment in the New
Ordinary Shares is part of a diversified investment programme and (iii) who fully understand and are willing to assume
the risks involved in such an investment programme. Investors in the Company are expected to be institutional
investors, professional investors, high net worth investors and advised individual investors who understand the risks
involved in investing in the Company and/or who have received advice from their fund manager or broker regarding
investment in the Company. The attention of potential investors is drawn to the Risk Factors set out on pages 16 to 45 of
this Prospectus.
The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the ‘‘Securities Act’’) or with any securities regulatory authority of any state or other jurisdiction of the United States
and the New Ordinary Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into
the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction in the United States.
The Company is a registered closed-ended collective investment scheme incorporated as a non-cellular company
limited by shares in Guernsey. The Company is not an authorised person under FSMA and, accordingly, is not
registered with the FCA. The Company is a registered closed-ended collective investment scheme registered pursuant
to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the ‘‘POI Law’’) and the Registered
Collective Investment Schemes Rules 2015 (the ‘‘CIS Rules’’) issued by the Guernsey Financial Services Commission
(the ‘‘GFSC’’). The GFSC, in granting registration, has not reviewed this Prospectus but has relied upon specific
warranties provided by Heritage International Fund Managers Limited, the Company’s ‘‘designated administrator’’ for
the purposes of the POI Law and the CIS Rules. Neither the GFSC nor the States of Guernsey Policy Council take any
responsibility for the financial soundness of the Company or for the correctness of any of the statements made or
opinions expressed with regard to it.
Application will be made to the FCA for all of the new ordinary shares in the Company (the ‘‘New Ordinary Shares’’)
to be issued in connection with the Placing and Open Offer to be admitted to the Official List of the UK Listing
Authority (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such New
Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange’s main market for
listed securities (together, ‘‘Admission’’). Admission to the Official List, together with admission to trading on the
premium segment of the London Stock Exchange’s main market for listed securities, constitutes admission to official
listing on a regulated market. It is expected that Admission will become effective and that unconditional dealings in
the New Ordinary Shares will commence at 8.00 a.m. (London time) on 11 December 2015 (‘‘Admission’’).
The Company and its Directors, whose names appear on page 52 of this Prospectus, accept responsibility for the
information contained in this Prospectus. To the best of the knowledge and belief of the Company and the Directors
(who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
Riverstone Energy Limited
(a registered closed-ended collective investment scheme incorporated as a company limited by shares under the laws of
Guernsey with registered number 56689)
Placing and Open Offer of 8,448,006 New Ordinary Shares at an Offer Price of
£8.00 per Share and Admission of the New Ordinary Shares to the Official List
and to trading on the premium segment of the London Stock Exchange’s main
market for listed securities
Joint Global Coordinators, Joint Sponsors and Joint Bookrunners
J.P. Morgan Cazenove Goldman Sachs International
Investment Manager of the Company
Riverstone International Limited
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove)
and Goldman Sachs International are authorised by the Prudential Regulation Authority and regulated by
the FCA. Each of J.P. Morgan Cazenove and Goldman Sachs International is acting exclusively for the
Company and for no other person in connection with the Placing and Open Offer and will not regard any
other person (whether or not a recipient of this document) as its client in relation to the Placing and Open
Offer and will not be responsible to anyone other than the Company for providing the protections afforded
to its clients, or for providing advice in relation to the Placing and Open Offer, the contents of this
Prospectus or any matters referred to herein. The Joint Sponsors are not advising the Company or any
other person on the Tender Offer.
The New Ordinary Shares have not been and will not be registered under the Securities Act or any state
securities laws in the United States or under the applicable securities laws of Australia, Canada or Japan.
Further, the New Ordinary Shares may not be offered or sold directly or indirectly in or into the United
States, or to or for the account or benefit of any U.S. Person, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction in the United States. There will be no public
offer of the New Ordinary Shares in the United States. Neither the U.S. Securities and Exchange
Commission (the ‘‘SEC’’) nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary
is a criminal offence in the United States.
The New Ordinary Shares are being offered and sold outside the United States to non-U.S. Persons in
reliance on Regulation S under the Securities Act. The Company has not been and will not be registered
under the Investment Company Act and investors will not be entitled to the benefits of that Act.
Prospective investors should familiarise themselves with the selling and transfer restrictions in Part VIII
‘‘Restrictions on sales’’ of this Prospectus.
Prospective investors should rely only on the information in this Prospectus. No person has been
authorised to give any information or make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not be relied upon as having
been authorised. Neither the delivery of this Prospectus nor any subscription made hereunder shall, under
any circumstances, create any implication that there has been no change in the affairs of the Company
since the date hereof or that the information in this Prospectus is correct as of any time subsequent to the
date of this Prospectus, save for such statements as are required by law or regulation to refer to one or
more future dates.
Apart from the liabilities and responsibilities (if any) which may be imposed on the Joint Sponsors by
FSMA or the regulatory regime established thereunder, the Joint Sponsors make no representations,
express or implied, nor accept any responsibility whatsoever for the contents of this Prospectus nor for any
other statement made or purported to be made by them or on their behalf in connection with the
Company, the Investment Manager, the New Ordinary Shares or the Placing and Open Offer. The Joint
Sponsors (and their respective affiliates) accordingly disclaim all and any liability (save for any statutory
liability) whether arising in tort or contract or otherwise which it might otherwise have in respect of this
Prospectus or any such statement.
The content of this Prospectus is not to be construed as legal, financial, business, investment or tax advice.
Each prospective investor should consult his, her or its legal adviser, independent financial adviser or tax
adviser for legal, financial, business, investment or tax advice. Prospective investors must inform
themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer,
redemption or other disposal of Ordinary Shares; (b) any foreign exchange restrictions applicable to the
purchase, holding, transfer, redemption or other disposal of Ordinary Shares which they might encounter;
and (c) the income and other tax consequences which may apply in their own countries as a result of the
purchase, holding, transfer, redemption or other disposal of Ordinary Shares.
The Joint Sponsors or their respective affiliates may, in accordance with applicable legal and regulatory
provisions, engage in transactions in relation to New Ordinary Shares and/or related instruments for their
own respective accounts for the purpose of hedging their respective underwriting exposure or otherwise.
Except as required by applicable law or regulation, the Joint Sponsors do not propose to make any public
disclosure in relation to such transactions.
This Prospectus should be read in its entirety before making any application for New Ordinary Shares.
i
Capitalised terms contained in this Prospectus shall have the meaning given to such terms in Part X
‘‘Definitions and Glossary’’ of this Prospectus.
The Company is a ‘‘covered fund’’ for purposes of the final rule adopted by the Board of Governors of the
Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance
Corporation, the SEC and the Commodity Futures Trading Commission, to implement section 13 of the
Bank Holding Company Act of 1956, as amended, which was added by Section 619 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (‘‘Dodd-Frank Act’’) (the ‘‘Volcker Rule’’); and the securities
are ‘‘ownership interests’’, as defined under the Volcker Rule. The Volcker Rule generally prohibits
‘‘banking entities’’ (which is broadly defined to include U.S. banks and bank holding companies and many
non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from:
(i) engaging in proprietary trading; (ii) acquiring or retaining an ownership interest in or sponsoring a
‘‘covered fund’’; and (iii) entering into certain relationships with such funds. The Volcker Rule became
effective on 21 July 2012, and final regulations implementing the Volcker Rule were adopted on
10 December 2013, and became effective on 1 April 2014. Conformance with the Volcker Rule and its
implementing regulations is required by 21 July 2016 (subject to the possibility of one one-year extension).
The Board of Governors of the Federal Reserve System is expected to extend the end of the conformance
period for ‘‘covered funds’’ to 21 July 2017. In the interim, banking entities must make good-faith efforts to
conform their activities and investments to the Volcker Rule. Under the Volcker Rule, unless otherwise
jointly determined otherwise by specified federal regulators, a ‘‘covered fund’’ does not include an issuer
that may rely on an exclusion or exemption from the definition of ‘‘investment company’’ under the
Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the
Investment Company Act. The general effects of the Volcker Rule remain uncertain. Any prospective
investor in the New Ordinary Shares, including a U.S. or foreign bank or a subsidiary or other affiliate
thereof, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.
The Company is prohibited from making any invitation to the public of the Cayman Islands to subscribe
for the Shares ‘‘Public’’ for these purposes shall have the same meaning as ‘public in the Islands’ as defined
in the Mutual Funds Law (as amended) of the Cayman Islands. However, Shares may be beneficially
owned by persons resident, domiciled, established, incorporated or registered pursuant to the laws of the
Cayman Islands. The Company will not undertake business with any person in the Cayman Islands except
for the furtherance of the business of the Company carried on exterior to the Cayman Islands.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE ATTORNEY GENERAL OR THE
SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE ATTORNEY
GENERAL OR THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY
OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
Dated 23 November 2015
ii
CONTENTS
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
IMPORTANT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
ISSUE STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
EXPECTED TIMETABLE OF PRINCIPAL EVENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
DIRECTORS, INVESTMENT MANAGER AND ADVISERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
PART I—THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
PART II—CIOC AND THE TENDER OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
PART III—INVESTMENT PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
PART IV—RIVERSTONE’S EXPERTISE, STRATEGY AND TEAM . . . . . . . . . . . . . . . . . . . . . . 85
PART V—DETAILS OF THE PLACING AND OPEN OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . 94
PART VI—FINANCIAL INFORMATION AND REPORTS TO SHAREHOLDERS . . . . . . . . . . . 109
PART VII—TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
PART VIII—RESTRICTIONS ON SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
PART IX—ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
PART X—DEFINITIONS AND GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167
APPENDIX—RIVERSTONE ENERGY LIMITED AIFMD DISCLOSURES . . . . . . . . . . . . . . . . 178
1
SUMMARY
Summaries are made up of disclosure requirements known as ‘Elements’. These Elements are numbered in
Sections A–E (A.1–E.7) below. This summary contains all the Elements required to be included in a summary
for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps
in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the
summary because of the type of securities and issuer, it is possible that no relevant information can be given
regarding the Element. In this case a short description of the Element is included in the summary with the
mention of ‘not applicable’.
Section A—Introduction and Warnings
A.1 Introduction This summary should be read as an introduction to the Prospectus;
any decision to invest in the New Ordinary Shares should be based on
consideration of the Prospectus as a whole by the investor; where a
claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the EEA Member States, have to bear the costs of
translating the Prospectus before the legal proceedings are initiated;
and civil liability attaches only to the Company and its Directors, who
are responsible for this summary including any translation thereof, but
only if this summary is misleading, inaccurate or inconsistent when
read together with the other parts of this Prospectus or it does not
provide, when read together with the other parts of the Prospectus,
key information in order to aid investors when considering whether to
invest in the New Ordinary Shares.
A.2 Subsequent resale of Not applicable. The Company is not engaging any financial
securities or final placement intermediaries for any resale of securities or final placement of
of securities through financial securities requiring a prospectus after publication of this Prospectus.
intermediaries
Section B—Issuer
B-33, B.1 Legal and commercial name Riverstone Energy Limited.
B-33, B.2 Domicile / Legal Form / The Company is a registered closed-ended collective investment
Legislation / Country of scheme incorporated as a non-cellular company limited by shares in
Incorporation Guernsey on 23 May 2013. The Company operates under the
Companies Law and ordinances and regulations made thereunder.
B.3 Description of the Issuer The Company makes investments in the global energy sector,
generally alongside other investment funds managed by Riverstone.
The Company has a particular focus on opportunities in the
exploration and production sub-sector but also invests in the
midstream sub-sector. It invests globally with a diversified portfolio of
investments and is not restricted to making investments in a particular
geographic region or energy sub-sector although its main focus since
launch has been investments in North America. The Company may
also make investments in other energy sub-sectors (including energy
services and power and coal).
B-33, B.5 Description of the Riverstone The Company makes investments in the global energy sector through
Group the Partnership, a Cayman Islands registered exempted limited
partnership in which the Company is the sole limited partner. The
general partner of the Partnership is the General Partner, a Cayman
Islands exempted limited partnership which is majority-owned and
controlled by affiliates of Riverstone. The Company will contribute or
lend all of the proceeds of the Placing and Open Offer to the
Partnership (net of the expenses of the Placing and Open Offer and
the Company’s short term working capital requirements (if any))
which in turn, makes investments and holds assets in a manner
consistent with the Company’s investment policy.
RIL is the sole investment manager of the Company and the
Partnership. RIL is majority-owned and controlled by affiliates of
Riverstone. Each of the IPO Cornerstone Investors has an indirect
minority economic interest in each of the General Partner and RIL.
2
In addition, the Company and the Partnership have formed a number
of wholly-owned Investment Undertakings through which the Group
makes and holds investments for the purposes of efficient portfolio
management.
B-33, B.6 Interests in shares / voting As at the date of this Prospectus, insofar as is known to the Company
rights / controllers and except as disclosed below, no person is or will be, immediately
following Admission, directly or indirectly interested in 5 per cent. or
more of the Company’s share capital or voting rights (being the lowest
threshold for notification of interests that will apply to the Company
and certain persons (including Shareholders) as of Admission
pursuant to Chapter 5 of the Disclosure and Transparency Rules).
Percentage Percentage of
Ordinary of issued Ordinary issued share
Shares held share capital Shares held capital
immediately immediately immediately immediately
prior to prior to after following
Name Admission Admission Admission Admission***
AKRC . . . . . . . . . . . 19,884,284 26.2 23million** 27.5
KFI. . . . . . . . . . . . . 10million 13.2 10million** 11.8
Hunt* . . . . . . . . . . . 5.3million 7.0 5.3million 6.3
Casita . . . . . . . . . . . 4.8million 6.3 4.8million** 5.7
REL Coinvestment,LP 5million 6.6 5million** 5.9
* Held in aggregate by Hunt.
** Based on irrevocable undertakings and assuming AKRC’s application
under the Excess Application Facility is accepted in full.
*** Based on a Placing and Open Offer size of 8,448,006 New Ordinary
Shares. Percentages are rounded to one decimal place.
The Company has received an undertaking from AKRC, which owns
26.15 per cent. of the Ordinary Shares of the Company to subscribe
for its pro rata entitlement under the Open Offer. In addition AKRC
has undertaken to apply under the Excess Application Facility such
that its aggregate shareholding in the Company, post the completion
of the Placing and Open Offer could be up to 27.5percent., although
such application may be scaled back by the Company as part of the
Placing and Open Offer.
Certain IPO Cornerstone Investors and REL Coinvestment, LP,
holding, in aggregate, 19.8 million Ordinary Shares, have irrevocably
undertaken to the Company not to subscribe for New Ordinary Shares
in the Placing and Open Offer.
The 2,200,555 New Ordinary Shares, which certain IPO Cornerstone
Investors and REL Coinvestment, LP have undertaken not to take up,
are being placed firm with investors at the Offer Price and will not be
subject to claw back under the Open Offer (‘‘Non-Claw Back
Shares’’).
Affiliates of each of KFI and Casita are also investors in one or more
Other Riverstone Funds. None of the Shareholders listed above have
different voting rights to other holders of Ordinary Shares and the
Ordinary Shares held by them rank pari passu in all respects with
other Ordinary Shares.
As at the date of this Prospectus, the Company is not aware of any
person who, directly or indirectly, jointly or severally, exercises or,
immediately following the Offer, could exercise, control over the
Company.
3
B-33, B.7 Selected historical key Selected unaudited historical financial information which summarises
financial information the financial condition of the Company for the period as at 30 June
2015:
30 June
US$000
ASSETS:
Non-current assets
Investments at fair value through profit or loss . . . . . . 1,240,188
Total non-current asset . . . . . . . . . . . . . . . . . . . . . . 1,240,188
Current assets
Trade and other receivables . . . . . . . . . . . . . . . . . . . 273
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . 4,006
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . 4,279
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . 1,244,467
LIABILITIES:
Current liabilities
Trade and other payables. . . . . . . . . . . . . . . . . . . . . 389
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . 389
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . 389
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,244,078
EQUITY
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,218,811
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . 25,267
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . 1,244,078
Number of Ordinary Shares in issue at period end . . . 76,032,058
Net asset value per share (per share) . . . . . . . . . . . . 16.36
As at 30 September 2015 the Company’s Net Asset Value (‘‘NAV’’)
was $1,240 million and its NAV per share was $16.30.
B-33, B.8 Selected key pro forma Not applicable. No pro forma financial information is included in the
financial information Prospectus.
B-33, B.9 Profit forecast / estimate Not applicable. No profit forecast is included in the Prospectus.
B-33, B.10 Qualifications on audit report Not applicable. The audit reports on the historical financial
information contained within the Prospectus are not qualified.
B.11 Working capital qualifications Not applicable. The Company is of the opinion, that the working
capital available to the Group is sufficient for its present
requirements, that is for at least the next 12 months from the date of
this Prospectus.
B.34 Investment objective and Investment objective
description of the investment The Company’s investment objective is to generate long term capital
policy growth by making investments in the global energy sector, with a
particular focus on opportunities in the global exploration and
production, midstream, energy services and power and coal
sub-sectors.
Investment policy
The Company invests in the global energy sector, with a particular
focus on the global exploration and production and midstream
sub-sectors, and may make investments in other energy sub-sectors
(including energy services and power and coal).
For so long as the Investment Manager (or any of its affiliates)
remains the investment manager of the Company, the Company shall
participate in all Qualifying Investments in which the Private
Riverstone Funds invest.
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For these purposes:
‘‘Private Riverstone Funds’’ are Fund V, Fund VI and all other private
multi-investor, multi-investment funds that are launched after
Admission and are managed or advised by the Investment Manager
(or one or more of its affiliates). In this context, ‘‘Private Riverstone
Funds’’ excludes Riverstone employee co-investment vehicles and any
Riverstone managed or advised private co-investment vehicles that
invest alongside Fund V, Fund VI or any multi-investor, multi-
investment funds that the Investment Manager (or one or more of its
affiliates) launches after Admission.(i)
‘‘Qualifying Investments’’ are all investments in which Private Riverstone
Funds participate which are consistent with the Company’s investment
objective where the aggregate equity investment in each such
investment (including equity committed for future investment)
available to the relevant Private Riverstone Fund and the Company
(and other co-investees, if any, procured by the Investment Manager
or its affiliates) is US$100 million or greater, but excluding any
investments made by Private Riverstone Funds where both (a) a
majority of the Company’s independent directors and (b) the
Investment Manager have agreed that the Company should not
participate.
The Company shall acquire its interests in each Qualifying Investment
at the same time (or as near as practicable thereto) as, and on
substantially the same economic and financial terms as, the relevant
Private Riverstone Fund which may involve the Private Riverstone
Fund acquiring all or some of such Qualifying Investment and selling
it on to the Company on the same terms on which the Private
Riverstone Fund acquired the transferred interest in the Qualifying
Investment.
The Company will participate in each Qualifying Investment in which
either Fund V or Fund VI invests in a ratio of one-third (the
Company) to two-thirds (either Fund V or Fund VI). This investment
ratio will be subject to adjustment on a case-by-case basis (a) to take
account of the liquid assets available to each of the Company and
Fund V or Fund VI, as applicable, for investment at the relevant time
and any other investment limitations applicable to either of them or
otherwise if (b) both (i) a majority of the Company’s independent
directors and (ii) the Investment Manager agree that the investment
ratio should be adjusted for specific Qualifying Investments.
For each other Private Riverstone Fund subsequent to Fund V which
is of a similar target equity size as Fund V (i.e. US$7.7 billion) and has
a similar investment policy to the Company, Riverstone shall seek to
ensure that, subject to the investment capacity of the Company at the
time, the Company and the Private Riverstone Fund invest in
Qualifying Investments in an investment ratio of one-third to
two-thirds or in such other ratio as the Company’s independent
directors and the Investment Manager agree at or prior to the first
closing of such Private Riverstone Fund.
Such investment ratio may be adjusted by agreement between the
Company’s independent directors and the Investment Manager on
subsequent closings of the Private Riverstone Fund having regard to
the total capital commitments raised by the Private Riverstone Fund
during its commitment period, the liquid assets available to the
(i) Riverstone has established the Riverstone Global Energy and Power Fund VI, L.P. (‘‘Fund VI’’), which has a target size of
US$7.5 billion, and for which fundraising commenced in June 2014. Fund VI is a Private Riverstone Fund for the purposes of
the Company’s investment policy. The Company and Fund VI will participate in each Qualifying Investment in which Fund VI
invests in a ratio of one-third to two-thirds. This investment ratio will be subject to adjustment on a case-by-case basis (a) to
take account of the liquid assets available to each of the Company and Fund VI for investment at the relevant time and any
other investment limitations applicable to either of them or otherwise if (b) both (i) a majority of the Company’s independent
directors and (ii) the Investment Manager agree that the investment ratio should be adjusted for specific Qualifying
Investments.
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Company at that time and any other investment limitations applicable
to either of them.
The Investment Manager will typically seek to ensure that the
Company and the Private Riverstone Funds dispose of their interests
in Qualifying Investments at the same time and on substantially the
same terms, and in the case of partial disposals, in the same ratio as
the relevant Qualifying Investment was acquired, but this may not
always be the case.
In addition, the Company may at any time make investments
consistent with its investment policy independent from Private
Riverstone Funds, which may include investments alongside
Riverstone employee co-investment vehicles or other
Riverstone-managed co-investment arrangements.
The Company may hold controlling or non-controlling positions in its
investments and may make investments in the form of equity, equity-
related instruments, derivatives or indebtedness to the extent that such
indebtedness is a precursor to an ultimate equity investment. The
Company may invest in public or private securities. The Company will
not permit any investments to be the subject of stock lending or sale
and repurchase.
In selecting investments, the Investment Manager will target
investments that are expected to generate long term capital growth
and, in particular, investments that are expected to generate a Gross
IRR of between 20 and 30 per cent.(ii)Potential investors should note
that this is not a target return for the Company itself and is not a profit
forecast.
No one investment made by the Company may (at the time of the
relevant investment) represent more than 25 per cent. of the
Company’s gross assets, including cash holdings, measured at the time
the investment is made. The Company shall utilise the Partnership and
its Investment Undertakings or other similar investment holding
structures to make investments and this limitation shall not apply to its
ownership interest in the Partnership or any such Investment
Undertaking.
The Company may, but shall not be required to, incur indebtedness
for investment purposes, working capital requirements and to fund
own-share purchases or redemptions up to a maximum of 30 per cent.
of the last published NAV as at the time of the borrowing, or such
greater amount as may be approved by Shareholders passing an
ordinary resolution. The consent of a majority of the Company’s
Directors shall be required for the Company or the Partnership to
enter into any credit or other borrowing facility. This limitation will
not apply to portfolio level entities in respect of which the Company is
invested or is proposing to invest.
For so long as the Ordinary Shares are listed on the Official List, no
material change may be made to the Company’s investment policy
other than with the prior approval of both the Company’s
shareholders and a majority of the independent directors of the
Company, and otherwise in accordance with the Listing Rules.
B.35 Borrowing / leverage limits While the Company has no current intention to do so, it may, but shall
not be required to, incur indebtedness for investment purposes,
working capital requirements and to fund own-share purchases or
redemptions up to a maximum of 30 per cent. of the last published
NAV as at the time of the borrowing or such greater amount as may
be approved by Shareholders passing an ordinary resolution. The
(ii) There can be no assurance that the target will be met and it should not be taken as an indication of the Company’s expected or
actual future results. Potential investors should decide for themselves whether or not the target Gross IRR for the Company’s
investments is reasonable or achievable in deciding whether to invest in the Company. ‘‘Gross IRR’’ does not account for
expenses borne by the Company and/or its Investment Undertakings including, without limitation, carried interest, management
fees, taxes and organisational, partnership or transaction expenses, and should not therefore be regarded as an estimate of the
Company’s possible net after-tax returns on its investments.
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